Feelings of Change
by leon0666
Summary: What happens when a new face comes into play with a secret that can start a war with the changelings, Rated M for later chapters
1. A New Face

Chapter 1 A New Face

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**Disclaimer: I dont own My little Pony, all I own is the Flare Blitz**

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It was a peaceful day in ponyville as the Pegasus's been clearing the skies of any clouds and let the sun shine down on the quiet town. Soon without a warning, a scream rang from a little bakery without a second thought a cyan coated mare bolted through the door to see a pink mare lying on the ground staring at what seemed like a little red ball with wings. This little creature was all too familiar to them soon a purple unicorn entered and immediately surrounded the bug with a light purple aura and used a teleport spell to send the little creature back to the Everfree Forest. The cyan mare also known to all as Rainbow Dash on the account of her rainbow mane looked at the pink mare who could only laugh at the thought of the entire commotion was over a parasprite. The pink mare also known as Pinkie Pie laughed when she saw he friend's mane was all rugged as if she just got up from a long night sleep. The purple mare known as Twilight Sparkle on the account that her cutie mark is a star on her flank, little did the three know that their entire world would be thrown out of control?

Not far from the town a red Pegasus mare soon crossed the little bridge outside of town looking for some place to stay. Before she could get into town a couple of stallions blocked her path at the bridge, but she just ignored them and started to walk by till one of them spoke, "What's a fine mare like yourself doing walking around alone by yourself?" He said with an evil grin on his face. The crimson mare just looked at said "stand aside or you will regret it" she said with a stern tone.

The stallions could only laugh when they heard that threat, they took little time to charge the mare only to meet a pair of hind legs nailing him in the jaw. The sight of broken teeth, saliva, and blood soon riddled the ground in front of her. While the other two stallions took the hint and ran as if they were going to die, but one of the stallions only got about ten feet before the crimson mare pounced on his back with a sickening crack, the last stallion was almost got into town but was grabbed by the tail and dragged by over the bridge with his friends and delivered a quick kick to the chest where a few ribs broke, After a few minutes all that was left were a couple lumps of crying little colts, except for the leader who was out cold from the first strike.

After the confrontation with the colts the crimson mare continued to the small town, she stops for a minute when she passes a large field with a nice little hill, so she thinks to herself "do I have time to myself, eh why not" and with that trotted up the hill where there was a single oak tree to offer some protection from the sun. She stands under the tree and looks up to the partially cloudy sky and decided to lay back and enjoy this little slice of bliss. So she just rolled to her back crossed her hind legs, fore hooves behind her head and slowly drifted off to a light slumber.

An hour goes by and the crimson mare slowly opened her eyes to see two big pink beady eyes staring at her less then inches away. "Hi-ya" pinkie said as the crimson look shocked at the pink pony. Soon the crimson pony got to her feet only to get bombarded with fifty thousand questions. "Who are you, where did you come from, are you new, if you are new you need a party" the questions could have kept going till Pinkie Pie had a hoof placed in her mouth and for a minute silence. The crimson pony asked only a single question to Pinkie Pie, "Where do you get some chow". Pinkie slowly regained the ability to talk as she said that she lived at a bakery if she wanted to stop by for some of her delicious cupcakes.

Pinkie only wanted one thing from the crimson mare and that was her name. She thought for a minute and responded with "Flare Blitz but you can call me flare" the pink pony nodded and slowly bounced away with Flare right behind her. After a few minutes of walking the came to small business called Sugercube Corner and saw that there was still a purple mare standing outside the store talking to little dragon named Spike. They soon noticed that there was a new face in town and walked over to greet her till Pinkie jumped in front of her and started to tell her everything about Flare before they even got a chance to get acquainted with Twilight. As Twilight decided to just use a teleport spell to get in front of Flare so they had some room to talk.

Twilight decided to start this conversation "Hi, my name is Twilight Sparkle and you are" "Flare Blitz and I was hoping you could help me find the mayor here". Twilight nodded in agreement and slowly trotted away but Pinkie wanted to talk some more with her new friend but was cut short by Ms. Cake who ask for Pinkies help before she could get away. As they were trotting away Flare noticed the small purple dragon and decided to speak up "hey are you some kind of dragon" Spike looked over at Flare "Yeah my names Spike and I am Twilights number 1 assistant" Flare gave a warm smile to the little dragon.

Soon they got to the town center where Twilight saw the mayor walking out and flagged her down. "Oh hello Twilight, Spike how are you doing today" the mayor asked and saw the new face and decided to introduce herself to Flare "hello im mayor mare and would like to be one of the first to welcome you to ponyville. I see you have already met Twilight, who is one of the most well-read ponies he". Twilight looked down at the ground and kicked as she blushed from the compliment. "What can I help you with miss uh" "Flare blitz" "Ms. Flare". Flare hesitated for a second and asked if it was possible to get a vacant home for her. The mayor thought for a second and remembered that a small family moved away recently and offered that house for only five hundred bits and Flare jumped at that deal. She reached into her sattle bag and pulled a pouch filled with gold coins. The mayor and Twilight were shocked at what they saw and the mayor grabbed the pouch in her mouth and told Flare to follow her inside where she got the necessary paper work out and had it filled out.

So Flare left with mayor and started trotting to her new home in Ponyville. She was shocked to see that it was a two story home with a balcony about ten different windows and had a nice view of the field she rested at. Not far off she could see a large cloud home off in the distance and decided to ask mayor you lived there. The mayor responded with "Ms. Rainbow Dash she is weather teams captian and she is also a sort of Pegasus that liked to showboat a lot". Flare thought for a minute and decided to bid the mayor farewell and started to get settled down in her new house. After getting situated in her humble abode and saw the sun was setting on her and sighed wanting to meet the other ponies here.

She slowly trotted to her new bed and got under the sheets and rested. At around midnight flare was tossing and turning in her bed and it was slowly get drenched in her sweat. She was having the same nightmare again but this time it was more intense she could hear crying in the distance and sped as fast as she could till she got to a horrible sight of dead bodies all of the bodies eyes were black as night when then at of nowhere a body latched on her hooves saw that one of the bodies were grabbing her and she immediately kicked with all her might but with a single flash the bodies were gone

but instead stood changelings with their queen in the middle of the crowed and she started to walk slowly to flare was stricken with fear. As the queen neared flare she wanted to scream but was quiet, the queen soon stared into the eyes of flare and said something the flare won't soon forget. "No matter how far you run or how well you hide you will never outrun your destiny" and with that Flare immediately sat up in her bed panting hard. She then decided to take a shower to clear her thoughts and as she finished up she grabbed a towel and started drying her red coat and decided that was exactly eat she needed. She returned to bed and slowly slipped back into sleep.

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**Hey yall this is just something that would not leave my head no matter what so if yall can post a review of what yall think and thanks**


	2. A Griffons Friend

Chapter 2 A Griffons' Friend

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The next day she woke to the sun in the distance and got up and stretched and soon began with a nice daisy sandwich. She left and decided to trot around town to see and meet some ponies and hopefully make a few new friends. She had already meet twilight, spike, and a certain pink pony who seemed alright but a bit random. She trotted to the town market because it seemed as good as spot as any to meet new ponies, but before she could get to the town market she noticed a strange sight. There was a griffon walking through the town 'huh didn't know there was a griffon here'

Flare watched as the griffon was messing around with the residents and steal from the stands but what really got under her skin was the griffon yelled at this little yellow mare with a pink mane and she started to cry and ran off 'now there's where I draw the line' "hey griffon where do you get off messing with these locals" Flare was walking up to this griffon and stood in front of her with them both staring into each other's eyes with a murderous intent, till it they were broken up by a familiar pink pair "hey Gilda there's a party with your name on it over at sugar cube corner" Flare just shrugged and started walking away from her but was stopped by Pinkie "hey Flare why don't you come to it's going to be fun" "no thank you Pinkie I need to get home and get the rest of my stuff unpacked" "oh ok"

Flare just walked off to the field to practice for a bit, she flew up into the sky and started to fly around and decided to take a turn into the local forest she flew through the forest, dodging tree after tree vine after vine till she decided to head back before she gets lost, she flew till she got to the field and saw a familiar sight the griffon from before who seemed a sad and you could hear a light crying.

Flare slowly approached the griffon who was indeed crying 'huh wonder what happened' "hey what's wrong" the griffon turned around after getting the tears off her face "nothing nothing's wrong I'm perfectly fine" Flare looked at her with the *really* look, "*sigh* alright everything is not fine all I wanted was to hang out with one of my friends from flight school but it wasn't the same, she got new friends and I just couldn't bring myself to be friends with them and still act tough"

"Wait, why do you act tough" she just tilted her head with a sad expression on her face, Flare slowly placed a hoof a her shoulder which caused the griffon to flinch for a second at the sudden contact but slowly relaxed 'huh she's not so bad' "well back in flight camp I was picked on for being the only griffon in class till I fought against 3 of them **(if you can guess who then post it in the review) **and showed myself as a tough griffon that should that she isn't somegriffon to mess with" Flare seemed to know how she felt from her old life "so only act tough so that way nopony will mess with you"

She just nodded, we sat in that field for about five minutes as she told me about herself till Flare realized something "Hey you know what I just relieved" "hmm what?" "I never got your name" They both just looked at each other and facehoofed/clawed, Flare reached her hoof out "names Flare Blitz" the griffon took her hoof in her talon "Gilda" "so Gilda what are you going now" "hmm not sure but how about we head for a fly" "sounds good"

Off in the distance a group of 2 dozen ponies was walking up on the two "Hey there cutie I wondered where you went after our last meet and greet" Flare just busted out laughing alongside Gilda who couldn't control herself, Gilda was first to ask "what… happened… to… you're … face…" The leader had most of his teeth missing and a bruise from hell on his face, the stallion just looked like he was about to explode "that little bitch just got a lucky shot is all" Gilda stopped laughing long enough to give a hoof/talon bump to Flare "nicely done" Flare just got to her feet and took a few bows "thank you thank you" She looked at the stallion "are yall ready for the encore"

The Stallions surrounded the two ready to kill, the first stallion to attack was one behind Flare who charged up to her and tried an apple buck but nice entirely by Flare side stepping, she grabbed his hind leg and threw him into two others and they were unconscious 'heh weaklings' Gilda just launched into two stallions in front of her, she grabbed them by the throat and slammed them into the ground with a crack, Flare flew up into the sky where she was followed by four stallions "try and keep up boys" with she flew away with them hot on her tail 'heh this is fun just keep this speed for a little longer' soon one stallion was about to bite her tail to stop her but a screech was heard above when another two was grabbed by a skydiving griffon and thrown into the ground while she turned up watch, the two stallions were watching Gilda till Flare did a mid-air apple buck and sent one stallion into Gilda to get a get a right hook from hell and went down and Flare was grabbed by the last Pegasus but just received a head butt from Flare and fell to the ground, she grabbed her head 'ow that worked better in my head'

The two landed to see there being an unexpected surprise over half of the stallions ran leaving six stallions left three being earth ponies while the rest being Unicorns, Flare looked over them "so who's next" Flare Flew up to a bulky earth pony and throw a punch into his chest, but he just stood there like nothing happened, he did a blinding fast back hoof and sent Flare to the ground a few feet away, Flare looked over to see Gilda being held down by another Earth pony and Unicorn, soon the same earth pony came up and held Flare down,

"hmm you know how to fight but then again you still lost" The leader just smiled as a unicorn walked up with a knife wrapped up in his magic and put his knife over Flares throat ready to deliver the final blow 'huh so this is how it ends thought I could stay here rest for a while maybe just settle down, make some friends and just live life'

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**Cliff Hangers dont you love them anyways read and review I do nee some OCs if yall could help then thanks PM there info and I see what I can do, Changeling, Ponies or Griffons are wanted no alicorns because that would make things complicated**

**Read and Review *Brohoof***


	3. Surprise

Chapter 3 Surprise

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Just when he knife was about to slit Flares throat a red energy ball nailed the unicorn in the side and he was flung about 10 hooves away with a grizzly burn, Flare looked over to see somepony she would never thought to see again "brother" Flare yelled Gilda looked over to see a changeling standing as tall as Luna, the changeling looked at the leader "leave my sister alone before I tear you limb from limb" "ha that explains so much about this mare and how she knows how to fight" he slowly applied pressure on Flares chest

The changeling threw another ball at the stallion but a unicorn opened a shield and deflected it up in the air, "ha your outnumbered just give up" Flare looked at her brother "teach this little colt a lesson about changelings alright Star Ripper" he just nodded and tilted his head back and sent a screech into the sky, soon the leader heard rustling from the forest and started to see red eyes exiting out of the tree line there were over 20 changelings circling around the stallion and his gang

"uh how about we just talk about this" the leader looked like he was about to piss himself, the gang that was still up, started to back away from Flare and Gilda, "alright we'll leave them alone please just let us leave" Star just had a smirk "oh your friends can leave but know we will watch you" the gang ran but as the leader started to leave the hole in the circle of changelings closed up "hey what the buck" he turned to look at Star "I said your gang can leave not you"

"for what you did to my sis you are not going anywhere but in a pod" and with that a energy ball nailed the stallion in the head knocking him out, Star walked up to Flare and helped her up "hey you alright" "yeah I am… OMG Gilda" Flare bolted as fast as her legs would allow, she came up to Gilda who was sitting on her rump "are you alright" Gilda looked a little shaken up "*sigh* yeah I am but it's just I would of never pegged you a changeling" "yeah sorry about that it just Mother just can't understand that we don't have to take love by force in order for the hive to grow"

Gilda looked at Flare "hey what do you look like under the mask" Gilda had a smile, Flare nodded and was surrounded by red flames and soon had the body of a changeling queen except her armor was red along with her hair and eyes "this how I normally look and before you ask the reason that I am taller than them" she pointed her hoof at the changelings "is because I was going to be crowned queen but mother wanted me to rule with an iron hoof and take love by force, I just couldn't do it, it's wrong to take it by force because it causes unimaginable pain for them, but if given willingly the giver is not in pain in the slightest"

Gilda was staring wide eyed at Flares true form and could not figure out what to say, soon she busted out laughing "what's so funny" Flare tilted her head Gilda regained her composure "it's just… I became friend with not only a changeling but a queen" Flare just looked at the ground and laughed a little herself "I guess you did but you're not afraid of what I am" Gilda just walked over to Flare and put a claw on her shoulder "no matter what you are you will always be my friend" Flare had a few tears falling "thank you"

Flare turned to Star "wait what happened to mother when I left" Star seemed a little saddened by this "she went insane to put in roughly, she started having every changeling try and find you I knew that she found you she would wipe your memories and replaced them with her own to get you to rule the way she wanted, some of the changeling did not take kindly to this so they abandon the hive and I went with them and we began making preparations to attack the hive but we need help if we stand a chance against them"

Flare just started pacing "we can't ask Princess Celestia because she is still against all changelings so she won't help, but there aren't any other allies we could call on" Gilda walked up to Flare actually my sister could help she is the queen in Griffonia and she might be able to get the griffon army to help with the attack" Flare spun around and embraced Gilda in a death hug "cant… breath… need air" Flare couldn't hear the dyeing griffon because she was too busy saying thank you constantly, till her body went limp and Flare released her and from and Gilda took a deep breath of the precious air

Star did see one problem "uhh how are you going to get to Griffonia it is a long ways away and it passes right next to the hive" Flare looked down at the ground till an idea can to her head "we could take a train there the changelings don't attack the train and it would be quicker as well" Gilda nodded "yeah and it would put us in the capital city, luckily I always keep cash on me" Gilda opened her wing and a sack fell out "yeah and I could head to my house and take what bits I have left as well"

Star nodded "alright looks like we have a plan you head over to Griffonia while I prepare the forces for the attack but you will have to wait till tomorrow, it's starting to get late" Flare and Gilda nodded and started to walk away after Flare gave her brother a hug and said goodbye "hey Gilda where will you be staying tonight" "honestly the clouds are the best to sleep on" Flare shook her he "no that will never do my friends need a roof over their heads, so you will stay with me tonight" Gilda blushed at the thought of staying with Flare in her own bed "uhh… I don't know if that's a good idea I mean the clouds are just fine with me" "flare just waved her hoof inform of her "no way you're staying outside you are coming to stay in a house tonight and I won't take no for an answer" Gilda sighed in defeat "alright"

Walked inside her house and gestured for Gilda to come in "welcome to my humble abode" Gilda had a shiver run up her spine "its freezing in here" Flare just rubbed the back of her head "yeah that happens when you just move in yesterday so there is just the bed up stairs so we will have to umm share it" that did not help the blush that was still on Gilda's face but instead increased it, now Flare was also blushing "umm do you want anything" Gilda just nodded and sat a table till Flare came up with a plate with a sandwich "sorry I couldn't get you more" Flare looked a little saddened "it's alright but what kind is it because I'm not that big on veggies" "oh it's a ham sandwich" Gilda went wide eyed "WHAT I thought ponies were vegetarians" Flare just started laughing "yes ponies are but not changelings we can eat veggie or meat if we choose to" Gilda just faceclawed "sorry forgot that disguise is good"

They spent the next ten minutes eating until Flare decided it was time for bed "alright Gilda it's time to get some sleep" They slowly went up to Flares room "oh and Gilda" "hmm" "you'll be happy to know that I have a cloud bed so it won't be much different from what your use to" the two entered Flares room to see the king sized bed, it was as large as the princesses the cloud was black like a thunder cloud, the blanket on top was a crimson red along with the pillows, the too slowly got into bad slowly drifted off to sleep

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	4. A New Direction

Chapter 4 A New Direction

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Flare awoke in her bed with Gilda sleeping soundly, Flare walked down stairs to the kitchen when the smell of smoke hit her nostrils Flare ran out outside and look towards ponyville to see it in ruins, fires are raging from the roofs, blood free flowing as a river down the street, bodies littered the town each with their color was gone as if somepony took it from them, she heard a laugh from behind her and spun around to see her mother

The queen walked up to Flare and patted her on the head "oh my pretty daughter you see this, this is what will happen when the time comes and you take your place as queen" Flare shook her head "no I'm not, I will never hurt them" "oh but you will because what will happen if your so called friends find out what you truly are" the queen had an evil grin "they won't find out because I am not like you, I don't want to hurt anypony unless they deserve it" "*sigh* daughter do you even know why we are at war with the ponies" "it was because the changelings attack Canterlot and tried to take over Equestria"

The queen stomped her hoof on the ground "NO IT IS BECAUSE THEY FEAR WHAT WE CAN DO AND HOW WE LOOK" the queen took a deep breath "the ponies attacked us before we even tried any sort of attack against them, the first queen of equestrian was Nova Celestia's mother, she decided to show her power by nearly wiping our kind of the face planet, I know you know about for how much time you spent in the archives"

Flare couldn't believe what she was hearing, did the ponies really attack them first did they deserve a punishment, Flare shook her head "your lying there's no way they would do that, they aren't like that" "oh my naive daughter you really think that even now our kind is being tortured by the ponies you think so fondly of, you being a princess cant tap into other changeling minds to hear what they hear and see what they see"

'Mother is right I could tap in to any changelings mind as long as I'm not blocked' Flare took a deep breath and cleared her mind and found herself on the astral plain, Flare saw a few changeling life forms in Canterlot, she approached one and put a hoof on it and immediately saw that the changeling was lying on a stone floor and was being beaten by two guards 'no this can't be wha…why are they doing this, he's just a drone, he was only following orders' soon a white stallion wearing purple armor walked up to the changeling with a sword raised in the air and brought it down on the changeling

Flare was thrown from the plain and saw her mother "why, why would they do that they are just drones" Flare had tears rolling down her face, chrysalis walked over and laid next to Flare and wrapped her wing around her, "its alright you didn't know, how about you come back to the hive and help me stop this rebellion before more changelings die" Flare looked at her mother and slowly nodded

Flare walked back into her house to awaken Gilda, she came to her room to find Gilda was still sleeping despite the horror outside, Flare slowly walked up to Gilda and started to nudge her side "Gilda its time to get up were leaving" Gilda rolled around "no I don't want to get up, 5 more minutes" Flare just let out a sigh "oh Gilda come on were going to the hive so come on" Gilda just wrapped herself in the blanket

"ok you made me do this" Flare grabbed the blanket with her magic and pulled on it, which made Gilda fall out of the bed on the floor, Flare giggled while Gilda just glared daggers at Flare "what I said get up and it has been five minutes" Gilda just shook her head "alright when do we leave to Griffonia" Flare looked at the ground "we aren't going to Griffonia, at least not yet"

Gilda was just dumb founded "what do you mean" Flare looks into Gilda's eyes "were going to the hive where my mother is and before you ask the reason is because I just learned that the ponies are torturing my kind in the castle dungeons they deserve everything that will happen to them" all Gilda could do was smile "I knew they were nothing good" Flare just motioned Gilda to follow

Gilda followed Flare outside to see that ponyville was burning, Flare sat next to her mom and watched the town burn, Flare looked at her mother then back to the town "what a waste" Chrysalis just smiled "indeed but it will show those ponies that we aren't to be taken lightly and soon all of equestria will fall to the changeling might" Flare now saw what her mother was talking about when she said that the ponies were just hiding their true colors

Gilda just sat there taking in the sounds of the fire and the sight it brought, 'they will pay for what they did to me and this is where it starts'

**Canterlot**

The princess was consoling her student and her friends "calm down my most faithful student what is the matter" Twilight was sobbing all over "prin…princess ponyville was attacked by the changelings" princess took an angry look, the twin doors to the throne room was opened and a stallion rushed in "Princess Celestia I have grave news" Celestia looked at the stallion who saw the crying twilight "oh Twily I thought you were gone" "I'm ok Shining, I wish I could say the same about ponyville, what happened" Shining looked at the ground "by the time we got there the town was in flames the residents were all dead from what we could see, whoever did this over powered the town guard and attack every civilian like animals"

Celestia looked at Shining then out the window "the changeling will pay for what they did, Shining prepare the army we march on the hive" Shining bowed "yes princess" Shining walked over to Twilight "I'll be back in a little while just try and relax you can help anypony if your stressed out" Twilight looked at Shining with a smile "hey sense when do you council me, that's my job" Twilight gave Shining a hug and he left, Twilight looked at all her friends who luckily got out applejack and her family, rarity and sweety bell, Pinkie Pie and the Cakes, Fluttershy who luck would have it was away from the town so did not see what happened, and Rainbow Dash who had Scootaloo on her back.

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**Read and Review how im doing anything that will help in the story is welcome**


	5. Shadow Stalkers

Chapter 5 A New Life

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Flare started to walk towards the Everfree forest with Gilda and her mother close behind "alright so mother how do you think we should go about taking down these ponies" Chrysalis lifted her head to think "hmm well first we need to get your brother to either join the hive again or they will have to die" Flare looked at her mother with a sadistic smile "hmm let me talk to him he will listen to me better and I can get closer then you" Chrysalis nodded

"alright you take Gilda with you to keep up the appearance that have not meet me" after saying that a rustling was heard from the bush Flare immediately shot a spell at the bush and a scream was from a young filly that seem to escape town, the filly was a very light pink coat and her mane and tail was an alternating white and light purple, she was lifted out of the bush and place in the clearing in front of the changelings and griffon

"Hmm looks like this one was able to outsmart you troops mother and to me sounds like something to be commended" Flare looked at her mother "who did you send to attack the town" Chrysalis looked up at the sky and thought back to the carnage she unleashed on the town

*Flash back 30 minutes*

"Alright I want you all to prepare to kill everypony in this town, the princesses need to learn that the changelings will not just lay down and die, we start here and soon all of Equestria will be my kingdom to rule" Chrysalis says to her soldiers who erupt into louder cheers and buzzing's in approval, "alright my soldiers" she turns to face Ponyville "ATTACK!"

The soldiers let out a war cry as they sprinted and flew towards Ponyville with their swords, spears, and bows ready, the changelings that took to the sky used bows to rain death from above and took care of any Pegasi that tried to fly away, the changeling met resistance from a small garrison of troops, one Pegasus flew but quickly received three arrows in the back and in in the head,

the guards were trying their best but the town was surrounded and soon the battle was swinging towards the changelings, One guard who was a captain had a spear and stabbed a changeling in the chest with a quick thrust and spun and used the tip a dagger and slit the throat of another but as the guards were watching there captain take down another changeling till one changeling came from behind but this was no ordinary changeling her was the general, who was clad in obsidian armor from head to hoof and carried a great sword in one hoof like it was nothing, he swung down with said sword and cleaved the captain in two and went off to deal with any other ponies he could find

The civilians started to panic and started to run for the edge of town only to meet a sword to the neck or a spear to the chest, the changelings were told no mercy and they did just that, the soldiers that surrendered were decapitated and any civilian that tried to fight back were tortured and then killed, soon the changelings cleared the streets of all life but that did not mean they were hiding inside so they proceeded to light the houses on fire which quickly spread to the entire town

The queen just sat and watched the town be torn apart, anypony that escaped into the forest were met by the changeling elites, these elites were known as the shadow stalkers for their speed and stealth, there are six squad members,

Seven ponies managed to escape in to the forest but soon scattered by the sound of changeling forces behind them, a stallion walked down a path but out of a bush a changeling sped by with blinding speed the stallion only had about two seconds to react but the changeling swung his weapon towards the stallions forelegs, his two front legs were severed in a blink of an eye, the stallion fell screaming in pain as changeling stood above him it was the captain of the group his name, shadow hawk who's shell was a dark gray which was not seen before but that didn't mean anything to him he uses a double halberd ended staff,

A mare guard was running but heard a scream from her left and ran in the opposite direction the scream came from but ran into a changeling, she drew her blade and swung at it but the changeling dodged it like it was nothing, then changeling grabbed her sword's hilt that the guard still held firm and pulled sending the mare into the blade of the changeling's sword piercing her heart and exiting her back, she had just came in contact with the second in command a changeling female by the name of Slender Sword she has a black shell but the detailing is gold, she uses dual sabers to deal quick blows to her enemy's, She is small for a normal changeling but makes up for it having great agility

There were two stallion guards running to get to Canterlot to inform the princesses of what happened unaware that the mane 6 are already on their way there, the guards were ready with swords drawn ready for anything, that is till a single changeling slightly larger than big mac dropped from the tree landing on one guards head bringing it to the ground, the guards head caved in and died on the spot with blood and brain matter leaking out of what remained of the guard's head the other guard was in shock as the changeling turned to him, the guard only stood there in fear as the changeling slowly reached for the guards neck, grabbing a hold of it and lifting the guard in the air before he slammed him into the ground break his neck into little pieces, the large changeling was Kreton a large changeling by any means he had a usual black shell but the one thing that was the most noticeable about him was his wings were missing so he was grounded but made up for his lack of flight by incredible speed, he uses a battle axe as his weapon but doesn't have to use it often

A couple were walking trying to be silent as they attempted to escape, they heard a snap of a twig, the stallion turned to see what caused the sound but saw nothing till he heard laughing right in front of him, a changeling dropped his camouflage and had a crossbow pointed straight into the stallions face and pulled the trigger, releasing a bolt right into the left eye of the stallion, the mare saw and started to run but was picked up by the changeling's magic and brought back to the changeling who was licking his teeth ready to feast on some love, with his fangs bared he sank his teeth into the neck of the mare who had her mouth open in a silent scream, he stopped his feast and dropped the mare on the ground who started to twitch, he walked over and picked up the mare and put her on his back and started walking away, the young mare was just taken by the tactics officer, a changeling by the name of Hidden Blade, he is a changeling who studies mostly in the art of magic and has also learned that the changelings are more magic capable then they seemed, he uses a quick shot crossbow with auto load cartridges for quick reloads,

Then finally a stallion by the name of shooting star was walking down the path, he was captain of a squad of guards and knew that the fight was already lost so he left to try and get to Manehatten by hoof but he saw a mare on the road with a changeling her with a sword to her throat and lifted the sword to swing down but was tackled by star and skidded on the ground about ten feet from the mare, Star and the changeling stood up at the same time and readied themselves but the changeling just got a smirk on her face placed the hooked sword away, star just rose an eyebrow till he felt a pain in his back and soon a blade pierced his shoulder, he screamed in agony he slowly turned his head to see the mare was holding the sword in his shoulder, she burst in a green flame and an exact copy of the other changeling stood there,

The changeling that was tackled walked over to Star "how do you like my little sister, we've been through all kinds of hell to get where we are in the hive" Star could only look "what do you mean, aren't you all just soldiers" she just sighed "how little you ponies know about the things you fight, you see we are two of the six members of the shadow stalkers, we are the elite of the changeling forces, but enough about us, you want to learn so much about us then I know how to fix that" she walked up to the front of the stallion and relieved him of his weapon and tossed it over in the bush and looked to the stallion and then looked around to her sister who still was holding the sword and nodded, she got a nod back and removed the sword with from its nesting place and left a nasty cut, "tsk tsk tsk now what are we gonna do about that cut" he horn started to glow and so did her sisters and place theirs horns on both sides of the wound and it sealed back up, but at that moment the sword wielding sister brought the hilt down on Stars head knocking him unconscious, the sisters chuckled to themselves and proceeded to feast on his love

These two are named the dark twins because their shells are full black, they like to toy with their food because they it makes it that much more enjoyable and more tasty, the oldest one by a few seconds is named Starla and her sisters name is Dark Fire, they used to be ponies but went to the hive and choose to become changelings and they fought to prove themselves in the hive and was personally picked by the queen to join the SS's and of course accepted it.

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**what do you all think of the shadow stalkers**

**Read & Review**


	6. A New Found Love

Chapter 6 A New Found Love

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**Warning to all reader that there will be clop later in this chapter it is towards the end so when it come in thats the end, I did not write the clop part but had the idea my friend dragon outcast revised my old attempt so credit to him for his skills**

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Flare looked down towards the filly after hearing her mother drift off into her changelings mind, the filly was shaking with fear as Flare lowered herself to the ground to get eye level with the filly "hello im Flare, whats your name" the filly still shook with fear "hey its ok were not going to hurt you, I just want to talk" the little filly found confort in her words and slowly looked at Flare with tears in her eyes "im Diamond Tiara"

Flare tilted her head for a second but just shook her head "that's a lovely name how would you like to take a look at where I live" Diamond looked down at the ground in thought, after a minute or two she looks back at Flare and nods slowly, Flare smiled and activated her magic and lifted diamond onto her back so she can hold on and she takes flight into the air while Gilda and her mother join up and they fly towards the Hive,

After flying for an hour they reach the secret entrance to the hive, once they touched down Shadow was there waiting for them, after a quick bow to the queen he procedded to report what occurred "my queen the town was wiped clean of the ponies any that fought were killed those who surrendered were drained of their love, also some were taken back inside to be turned and used for more troops" Chrysalis nodded "good and what of the elements" Shadow looked towards the ground "they have escaped the drones wernt able to stop them because some of the guards were blocking us from the carage, me and my team were the forest liked you asked to make sure that nopony got out" shadow had fear written on his face that he would be punished for their escape

Chrysalis just nods and starts to walk till she passed him, Shadow let out a sigh till Chrysalis did a sharp turn and fired a beam into his side, sending him into the wall "I TOLD YOU NOT TO LET ANYPONY ESCAPE AND NOW BECAUSE OF YOU AND YOUR SQUAD THE ELEMENTS HAVE WARNED THE PRINCESS OF WHAT HAPPENED AND YOU HAVE LET THE PLAN SLIP OUT BEFORE THE RIGHT TIME SO NOW WE HAVE TO PROCEED TO THE NEXT PHASE EARLY" saying Chrysalis was pissed would have been an understatement

Flare walked up to her mother and laid a hoof on her shoulder and Chrysalis took a breath and calmed down "alright Shadow sense the plan has taken a turn for the worse I have a new job for you and your squad" Shadow slowly stood up with a large burn mark on his shell, Flare walked over and lowered her horn to his side and soon a coolness washed over Shadows body, and he felt better, he looked at his side to see the mark gone and looked towards the princess and got down into a bow "thank you my princess but why did you help me"

"Because were need ever changeling at their best to win this war" Soon Chrysalis walked up to the two "as for your new assignment you and your squad will now be taking orders from my daughter and will protect her with your lives, do you understand" Shadow stood tall and nodded and walked off to tell his squad about their new assignment, Flare turned her head to see Diamond laying her head into Flares back surprisingly asleep even with all the yelling that took place, 'I guess she would be tired after dodging changelings and running through the forest, and having the nice warm air flowing over you' Flare turned back to her mother "um mother I am going to go turn in for the night I will talk to you later" Chrysalis nodded and with that Flare turned towards Gilda who was looking at the interior of the hive "hey Gilda come on we are heading to catch some Z's" Gilda looked at Flare with a sly grin "sure"

Flare walked out when she got a message from her mother telling her that her new room was next to the old one, she thanked her mother and walked with Gilda to the next door and slowly walked in to see a bed that could rival Celestias, the room was decorated with black marble walls, the ceiling was all black it had a moon painted on it along with tons of stars to make it appear as though you were outside staring into the night sky, Flare smiled and looked at the room 'mother always new I like the night sky' Gilda was still at the door staring into the massive room, Flare just Flare giggled at Gilda's expression and walked over to the and put a roof on it to get ready for bed

Flare heard flapping coming from behind her and turned to see what it was but was tackled onto the bed, she was pinned by an unknown assailant till she was flipped over onto her back and saw it was Gilda who had her pinned "Gilda what are yo…mphmm" Flare was silenced by a kiss by Gilda, Flare was shocked to say the least but she slowly melted into the kiss and pushed back, that was until Flare felt Gilda's tongue pressing against Flares teeth for entranced which Flare gladly accepted by opening her mouth and assaulted Gilda's tongue with a vengeance, Gilda was surprised with this source of aggression and Flare took the opportunity to flip herself and Gilda around now Gilda was the one pinned a soft but exciting smell snakes its way into their noses driving further,

Flare broke the kiss which a string of saliva was attached to both of the lover's mouths, Flare looked down at the Griffon with a smirk and slowly went down on Gilda's neck and slowly started to suck and nibble on which caused a gasp and a moan, Flare slowly started trailing kisses and nicks down Gilda's chesttrailing with a hoof, then her stomach the hoof making slow circles, after what felt like hours before Flare reached her destination, Flare stared down at Gilda's dripping slit with a smile knowing what was next she looked up at Gilda with a silent question which Gilda just simply nodded, Flare slowly got close to feel the heat and blew air over Gilda's slit, which cause Gilda shiver and take a deep breath, Flare smiled knowing that this griffon was at her mercy right now. She ever so slowly started licking up her slit which caused the griffon to wimper "please stop teasing" Flare decided she had teased her enough and plunged her tongue into her depths feeling the giffons walls clamp onto her tongue as she moved around getting addicted by her delicious juices as they flowed onto her tongue and into her mouth, Flare pushed farther in and Gilda responded by wrapping her legs around Flares neck to get her to go deeper, Flare pressed he tongue deeper and moved it around at a quickening pace attacking her walls and rubbed her nose on her clit

Soon Gilda felt a pressure starting to build in her groin "ahh.. Flare… I'm… Close..." Flare knew what she was talking about and tripled her pace and as Gilda took a deep breath and stiffened flare knew what to do and withdrew her tongue but ever so slowly dragging it across Gilda's clit which caused the griffon to start to spasm, finally Flare gave a much needed release when she dragged her tongue over her clit it caused Gilda to push her talons onto Flare's head to get her to dig deep and screamed her name for all to hear flare abliged and re-added her tongue to her clamping folds making gildia ride the wave of pleasure higher and longer, flare could feel her and the bed shaking as Gilda arched her back and sprayed her juices into Flares awaiting mouth but she was over taken and it dripped down her chin as well, Gilda slowly released Flares head from her death grip and laid back onto the bed panting hard,

Flare drank up all she could and slowly crawled up next to Gilda who had a smile on her face Flare started to hear a message from her mother 'hey there Flare I heard your griffon friend call your name to everyling in the hive' Flare had a mad blush plastered on her face 'also I knew you might start something like this so I left a little surprise under your bed… oh and do try not to be too loud some of us are trying to sleep' Flare lifted an eyebrow when she heard surprise but her blush got bigger when she was told to be more quiet,

Flare left her comfort of Gilda's hold, Gilda looked at Flare "where are you going?!" and she tried to drag her back into the hold Flare turned to Gilda I need to check on something" Flare got to the edge of the bed and looked over to see under the bed and saw a box, Flare used her magic to pull the box onto the bed between her and Gilda, Gilda being the more daring one lifted the cover of the box and was surprised to see what was in it, it was a strap-on stallionhood of a large proportion, Gilda had a smile on how to get back at Flare, Flare on the other hand was deep in thought about why her mother put that under her bed,

Gilda saw a note attached to the side, it was from the queen {Gilda this instrument is special because when you put it on you will feel the same pleasure as a real stallion and when you finish the strap with release from you}'how did the queen know I would use it first' Gilda took the opportunity while Flare was in thought she would get ready, Strapped the instrument on and immediately felt it connect to her nervous system and dragged a claw over it which caused a slight moan, Gilda smiled and slowly made her way around to Flare who was laying on her haunches, Gilda came from behind and put her head next to Flares and whispered "get ready"

The sudden voice snapped Flare outta her though till she felt a weight on her back making her lay on her stomach with her flank in the air, she turned her head to see Gilda with the strap-on and knew exactly what was about to happen, so Flare spread her hind legs for easy access "Gilda be gental this is my first time", Gilda nodded and took the time to get the stallionhood lined up to Flare's slit before slowly trailing it over her slit and then slowly pushed in, Gilda started to moan when she felt Flare's tight walls around her improvised stallionhood, Flare started to moan at feeling the appendage start pushing into her depthsthe warmth of her insides very welcome, the appendage got about half way till it hit Flare's barrier, they both knew what was about to happen Flare just nodded and got a nod back, Gilda did a quick thrust a broke past Flare's barrier, a flash of pain went through flares mind and Flare let a small scream from the pain, Gilda placed her head on Flare's shoulder "shh it's alright I know it hurts the first time, just give it time" Flare just responded with a nod

A minute passed and Gilda started to pull out flare's walls clenching over the strap-on making Gilda push back in harder which caused Flare to moan at the sudden wave of pleasure that washed over her body, Gilda was in heaven by feeling Flare's tight walls and the constant feeling of her thrusting, Gilda slowly started to pick up speed which caused them both to start moaning, Gilda soon had a constant rhythm, each time Gilda pushed and at the same time Flare would push back to try and get all she could in, which she soon hilted the appendage and let a loud moan out, Gilda soon picked up her pace and within about five was going as fast as she could a sharp slap every time their hips met, soon Flare felt a pressure building in her lower area "Gilda Im getting close" Flare said in between thrusts "Im close two" Gilda changed angle and thrust in again and this time rubbed over her g-spot making the pressure in flare's lower region triple Gilda gave one final thrust which sent both over the edge, the bed shaking and their minds stricken by the pleasure they were receiving they both released themselves over themselves and their lover, Gilda collapsed onto Flare while the strap-on fell off, she rolled off of flare and onto the bed, Gilda wrapped a talon around Flares body and fell asleep, Flare also drifted off to sleep after thinking about Gilda, what was next for her and her new lover.


End file.
